I'm trying to take a more balanced view here. I personally don't know if Steve knew about the R/S. Yes, he's the CEO, but, remember, he's the CEO/sole director of RAD, not OMVS (GP is the CEO/sole director of OMVS). Yes, he has preferred series E shares in OMVS which entitles him to a majority of the vote and which gives him certain powers (when a simple majority is required). But look at Article 7(f)(iii)&(iv) of the Articles of Incorporation:
(iii) As provided by Nevada Revised Statutes 78.207, without repeating the section in full here, the board of directors shall have the authority to change the number of shares of any class or series, if any, of authorized stock by increasing or decreasing the number of authorized shares of the class or Series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change by a resolution adopted by the board of directors, without obtaining the approval of the stockholders.
(iv) If a proposed increase or decrease in the number of issued and outstanding shares of any class or series would adversely alter or change any preference or any relative or other right given to any other class or series of outstanding shares, then the decrease must be approved by the vote, in addition to any vote required, of the holders of shares representing a majority of the voting power of each class or series whose preference or rights are adversely affected by the increase or decrease, regardless of limitations or restrictions on the voting power thereof. The increase or decrease does not have to be approved by the vote of the holders of shares representing a majority of the voting power in each class or series whose preference or rights are not adversely affected by the increase or decrease.
In other words, if Steve's special shares in OMVS are not affected by the R/S (in terms of their preference or rights), then my guess is that GP could have just moved forward with a R/S without obtaining Steve's vote. And I don't see how reducing the O/S common shares by way of a R/S would affect Steve's Class E and F special shares.
In terms of the R/S, it's ultimately not surprising that they chose to go down this route. They could have done this or they could have increased the A/S and the effect (of a mass sell-off) would have been the same. Many of us longs saw all of the notes in the latest Qs, but were hopeful that dilution - which is endemic in the OTC - would be managed properly. Because of the filing of the notice of the R/S, we can't be sure of this anymore; in fact, it's likely that we may get hit hard. In my opinion, an R/S is still the lesser of two evils versus an increase in the A/S, because it slows dilution, but the end result is the same. It would be interesting to watch L2 until the R/S takes effect and see what sort of dilutive MMs are on the ask. If dilution ain't too bad, we may still be ok.
In terms of the new convertible debt from 6100864 CANADA INC., I can't find very much on these guys, but I don't have too much time to look either. This is what I can dig up: the company was federally incorporated in Canada and provincially incorporated in Quebec back on May 28, 2003. The director is Joel Cohen and their address is 511 Place d'Armes, suite 303, Montreal, Quebec, H2Y 2W7.
